The Board of Trustees of Miami Township, Clermont County, Ohio met
in regular session at the Miami Township Civic Building on April 4,
2006 with the following members present: Edwin H. Humphrey, Ken Tracy
and Mary Makley Wolff.
MRS. WOLFF made a motion to adopt the following Resolution:
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $350,000
ROAD IMPROVEMENT BONDS ("TAX INCREMENT FINANCING PROJECT"),
DISPENSING WITH THE SECOND READING
WHEREAS, Chapter 133 of the Ohio Revised Code provides authority for
this Board to issue its obligations to finance the cost of
constructing improvements to the Township road system, including land
acquisition, construction, planning and legal costs; and
WHEREAS, the Fiscal Officer of Miami Township has heretofore estimated
that the life of the improvements hereinafter described is at least
five (5) years, and certified that the maximum maturity of the bonds
issued therefor is twenty (20) years; and
WHEREAS, the Board intends to finance the construction of road
improvements as described in Section 1 hereof, the cost of the portion
thereof which is to be financed with the proceeds of these Bonds being
not in excess of $350,000;
NOW, THEREFORE, BE IT RESOLVED by the Board of Trustees of Miami
Township (hereinafter called the "Board"), County of
Clermont, Ohio, all members elected thereto concurring:
SECTION 1. That it is necessary to issue Bonds of the Board in the
principal sum of not to exceed $350,000 for the purpose of paying the
cost of constructing improvements to the township road system
including planning, land acquisition, construction, lighting,
signalization, landscaping and other related and necessary
improvements for streets, roads, bridges, and sidewalks including
legal costs, and other permissible costs under the Uniform Public
Securities Law, including financing costs, cost of municipal bond
insurance (if any), the costs of printing the Bonds or other evidences
of indebtedness, expense of delivery of bonds, the costs of expenses
of The Depository Trust Company, service charges of the paying agent,
legal services and obtaining an approving legal opinion and other
permissible costs, under authority of the general laws of the State of
Ohio, particularly Chapter 133 of the Ohio Revised Code. Said Bonds
shall be dated, shall mature, shall bear interest, and shall be
subject to mandatory and optional redemption as set forth in the
Certificate of Award which is hereby authorized and which shall be
executed by the Township Administrator without further action of this
Board. The interest rate on the Bonds shall not be in excess of five
percent (5%) per annum. Said Bonds shall be issued in denominations of
$5,000 or integral multiples thereof. Interest shall be payable
semiannually, as set forth in the Certificate of Award, until the
principal sum is paid.
SECTION 2. Said Bonds shall be designated "Road Improvement
Bonds" (Tax Increment Financing Project). The Bonds shall express
upon their faces the purpose for which they are issued and that they
are issued in pursuance of this resolution. The Bonds shall be in
fully registered form and shall be initially in "book-entry
only" form. The Bonds shall bear the signatures of the members of
this Board of Trustees and of the Township Fiscal Officer, which may
be facsimile signatures, provided that the Bonds shall bear the manual
authenticating signature of an authorized representative of the paying
agent and registrar as determined by the Township Administrator and
set forth in the Certificate of Award (the "Paying Agent and
Registrar") for the Bonds. The principal amount of each Bond
shall be payable at the principal office of the Paying Agent and
Registrar and interest thereon shall be payable on each interest
payment date to the person whose name appears on the record date
(fifteen days prior to the next interest payment date, as set forth in
the Bond Purchase Agreement) on the bond registration records as the
registered owner thereof, by check or draft mailed to such registered
owner's address as it appears on such registration records.
The Bonds shall be transferable by the registered holder thereof in
person or by his attorney duly authorized in writing at the principal
office of the Paying Agent and Registrar upon presentation and
surrender thereof to the Paying Agent and Registrar. The Township and
the Paying Agent and Registrar shall not be required to transfer any
Bond during the 15-day period preceding any Interest Payment Date, and
no such transfer shall be effective until entered upon the
registration records maintained by the Paying Agent and Registrar.
Upon such transfer, a new Bond or Bonds of authorized denominations of
the same maturity and for the same aggregate principal amount will be
issued to the transferee in exchange therefor.
The Township and the Paying Agent and Registrar may deem and treat the
registered owner of the Bonds as the absolute owner thereof for all
purposes, and neither the Township nor the Paying Agent and Registrar
shall be affected by any notice to the contrary.
SECTION 3. The full faith, credit and revenues of the Township are
hereby irrevocably pledged and for the purpose of providing the
necessary funds to pay the interest on the foregoing issue of Bonds
promptly when and as the same falls due, and also to provide a fund
sufficient to discharge the Bonds at maturity, there shall be and is
hereby levied on all the taxable property in said Township, in
addition to all other taxes, a direct tax annually during the period
said Bonds are to run, inside of the limitations of Section 2 of
Article XII of the Constitution of Ohio, which tax shall be sufficient
in amount to provide for the payment of the interest upon said Bonds
when and as the same falls due and to provide for the retirement and
discharge of the principal of said Bonds at maturity.
Said tax shall be and is hereby ordered computed, certified, levied
and extended upon the tax duplicate and collected by the same
officers, in the same manner and at the same time that taxes for
general purposes for each of said years are certified, extended and
collected. Said tax shall be placed before and in preference to all
other items and for the full amount thereof. The funds derived from
said tax levies hereby required shall be placed in a separate and
distinct fund, which, together with all interest collected on the
same, shall be irrevocably pledged for the payment of the interest and
the principal of said Bonds when and as the same fall due; provided,
however, to the extent that in each year other available funds,
including Service Payments in Lieu of Taxes, are appropriated and
applied to the payment of the principal and interest of said Bonds,
the amount of such tax shall be reduced by the amount of said funds so
appropriated and applied to such payment.
SECTION 4. That said Bonds shall be sold by the Township Administrator
at public or private sale. The proceeds from the sale of said Bonds,
except the premium, if any, and accrued interest, shall be used for
the purposes aforesaid and for no other purpose; the premium and
accrued interest, if any, shall be transferred to the bond retirement
fund to be applied to the payment of the principal of and interest on
said Bonds in the manner provided by law.
SECTION 5. That the Board hereby covenants that it will restrict the
use of the proceeds of said Bonds hereby authorized in such manner and
to such extent, if any, and take such other actions as may be
necessary, after taking into account reasonable expectations at the
time the debt is incurred, so that they will not constitute
obligations the interest on which is subject to federal income
taxation or "arbitrage bonds" under Section 103(b)(2) and
148 of the Internal Revenue Code of 1986, as amended (the
"Code") and the regulations prescribed thereunder. The
Fiscal Officer or any other officer having responsibility with respect
to the issuance of the Bonds is authorized and directed to give an
appropriate certificate on behalf of the Board, on the date of
delivery of the Bonds for inclusion in the transcript of proceedings,
setting forth the facts, estimates and circumstances and reasonable
expectations pertaining to the use of the proceeds thereof and the
provisions of said Sections 103(b)(2) and 148 and regulations
thereunder.
These Bonds are hereby designated "qualified tax-exempt
obligations" for the purposes set forth in Section 265(b)(3) of
the Internal Revenue Code of 1986, as amended. The Issuer does not
expect to issue more than $10,000,000 in tax exempt obligations during
the year of original issuance.
SECTION 6. That it is hereby determined that all acts, conditions and
things necessary to be done precedent to and in the issuance of said
Bonds in order to make the same legal, valid and binding obligations
of the Board have been done, have happened and have been performed in
regular and due form as required by law, and that said issue of Bonds
and the tax for the payment of their principal and interest as the
same fall due and are payable do not exceed any limitations of
indebtedness or taxation fixed by law.
SECTION 7. That this Board hereby authorizes any member hereof the
Administrator or the Fiscal Officer to take any and all actions which
may be necessary to issue the Bonds in book-entry only form without
further action by this Board, and further authorizes any member hereof
the Administrator or the Fiscal Officer to execute any documents
necessary or appropriate to accomplish the issuance of the Bonds.
SECTION 8. The Fiscal Officer or the Administrator is hereby
authorized to apply, if he deems it appropriate, for a rating on the
Bonds from either Standard & Poor's Corporation or Moody's
Investors Service, and/or to purchase bond insurance, and to pay the
fee or premium for said rating and/or insurance to the extent
authorized by law and approved by bond counsel.
SECTION 9. That it is found and determined that all formal actions of
the Board concerning and relating to the adoption of this resolution
were adopted in an open meeting of the Board; and that all
deliberations of the Board and of any of its committees that resulted
in such formal action, were in meetings open to the public, in
compliance with all legal requirements, including Section 121.22 of
the Ohio Revised Code.
SECTION 10. That the Fiscal Officer of the Board be and is hereby
directed to forward a certified copy of this resolution to the County
Auditor.
SECTION 11: This Resolution shall take effect at the earliest period
allowed by law.
First Reading: April 4, 2006
Second Reading: Dispensed with
Effective: May 4, 2006
MR. TRACY seconded the motion to adopt the Resolution. On the roll call being called the vote resulted as follows:
Mr. Humphrey AYE
Mr. Tracy AYE
Mrs. Wolff AYE
Resolution 2006-24 adopted April 4, 2006.